Estimated Closing Transaction Expenses definition

Estimated Closing Transaction Expenses has the meaning specified in Section 2.03(b).
Estimated Closing Transaction Expenses has the meaning set forth in ‎Section 2.05(a)(iv).
Estimated Closing Transaction Expenses means the Company’s good faith estimate of the Closing Transaction Expenses as set forth in the statement delivered pursuant to Section 2.3.

Examples of Estimated Closing Transaction Expenses in a sentence

  • The Parties shall cooperate in arranging for the repayment of the Estimated Closing Indebtedness and Estimated Closing Transaction Expenses at the Closing.

  • Payments to Persons who are due amounts in respect of the Estimated Closing Transaction Expenses and the Estimated Funded Indebtedness shall be made by Buyer or Buyer Designee on the Closing Date by wire transfer of immediately available funds to accounts specified by Seller in the Closing Payment Certificate.

  • In calculating any items on the Estimated Closing Statement (other than the Estimated Closing Transaction Expenses), such calculations shall not take into account (x) transactions contemplated by this Agreement or the financing thereof or (y) any purchase price accounting or other similar adjustment resulting from the consummation of the transactions contemplated by this Agreement.

  • The Campaign Against Moral Persecution (CAMP INC) became one of several organisations in this period to fight for homosexual legal rights, recognition and equality.

  • Shareholders hereby authorize and direct Parent to pay at the Closing, on behalf of Shareholders, the Company (and apply to the payment of the Merger Consideration the amount of), the Estimated Closing Indebtedness and the Estimated Closing Transaction Expenses, in accordance with the payoff statements, invoices and wire instructions so provided by Shareholders.


More Definitions of Estimated Closing Transaction Expenses

Estimated Closing Transaction Expenses means the Company’s good faith estimate of Company Transaction Expenses remaining unpaid as of the open of business on the Closing Date (including a list of each such unpaid Company Transaction Expense and the Person to whom such expense is owed).
Estimated Closing Transaction Expenses means the Closing Transaction Expenses, without giving effect to the transactions contemplated hereby, estimated in good faith by Seller and delivered to Buyer no later than three (3) Business Days prior to the Closing Date.
Estimated Closing Transaction Expenses means the reasonable, good faith estimate of Boulevard and the Company of the reasonable and customary Transaction Expenses of the parties as of the Closing; it being understood that, as of the date hereof, the parties estimate that their Transaction Expenses will be comprised of fees and expenses to the advisors set forth on a document that has been agreed to and exchanged between counsel of Boulevard and the Company on the date hereof, which shall include, for each such advisor, the estimated and non-binding Transaction Expenses that is expected to be included in Estimated Closing Transaction Expenses.
Estimated Closing Transaction Expenses has the meaning set forth in Section 2.02(b)(i). “Estimated Closing Working Capital” has the meaning set forth in Section 2.02(b)(i). “Estimated Working Capital Adjustment” has the meaning set forth in Section 2.02(b)(ii). “FCPA” has the meaning set forth in Section 3.14(c). “Financial Statements” has the meaning set forth in Section 3.06. “GAAP” means United States generally accepted accounting principles in effect on the date hereof. “Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority, or any arbitrator, court or tribunal of competent jurisdiction. “Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority. “Hazardous Materials” means: (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or man-made, that is hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect under Environmental Laws; and (b) any petroleum or petroleum-derived products, radon, radioactive materials or wastes, asbestos in any form, lead or lead-containing 9
Estimated Closing Transaction Expenses has the meaning set forth in Section 2.04(a)(ii). “Estimated Closing Working Capital” has the meaning set forth in Section 2.04(a)(ii). “Export Control Laws” shall mean all applicable Laws relating to the export or re- export of commodities, technologies, or services including the Export Administration Act of 1979, 24 U.S.C. §§ 2401-2420, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-1706, the Trading with the Enemy Act, 50 U.S.C. §§ 1 et. seq., the Arms Export Control Act, 22 U.S.C. §§ 2778 and 2779, and the International Boycott Provisions of Section 999 of the U.S. Internal Revenue Code of 1986. “FCPA” means the U.S. Foreign Corrupt Practices Act of 1977. “Financial Statements” has the meaning set forth in Section 3.05(a). “Fraud” means, with respect to the breaching party, that (a) such party had actual knowledge (as opposed to imputed or constructive knowledge) that a representation or warranty made by such party was untrue when made, (b) such representations and warranties were made with the express intent or with recklessness to induce another party to rely thereon to such other party’s detriment and (c) such action or inaction was relied upon by such other party and resulted in Losses. “GAAP” means United States generally accepted accounting principles in effect from time to time. “Glade” has the meaning set forth in the preamble. “Government Contracts” has the meaning set forth in Section 3.08(a)(x). “Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency, authority, commission or instrumentality of such government or political subdivision, or any quasi-governmental authority (to the extent determinations by such entity have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.
Estimated Closing Transaction Expenses has the meaning set forth in Section 2.04(a)(i)(C). Securities Purchase Agreement 7 Project Acorn
Estimated Closing Transaction Expenses has the meaning set forth in Section 2.04(a)(ii). “Estimated Closing Working Capital” has the meaning set forth in Section 2.04(a)(ii). “Export Control Laws” shall mean all applicable Laws relating to the export or re- export of commodities, technologies, or services including the Export Administration Act of 1979, 24 U.S.C. §§ 2401-2420, the International Emergency Economic Powers Act, 50 U.S.C.